As
filed with the Securities and Exchange Commission on March 3, 2022
Registration No. 333-104502
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT NO. 333-104502
UNDER
THE SECURITIES ACT OF 1933
MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization) |
22-1897375
(I.R.S. Employer
Identification No.) |
101 Crawfords Corner
Road, Suite 1405
Holmdel, New Jersey
07733
(732) 577-9996
(Address, Including
Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Jennifer
B. Clark
Secretary
Monmouth
Real Estate Investment Corporation
c/o
Industrial Logistics Property Trust
Two
Newton Place
255
Washington Street, Suite 300
Newton,
Massachusetts 02458
(617) 219-1460
(Name, Address, Including
Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
With
copy to:
Steven
M. Haas
Hunton Andrews
Kurth LLP
Riverfront
Plaza, East Tower
951
East Byrd Street
Richmond,
Virginia 23219-4074
(804) 788-8200
Approximate
date of commencement of proposed sale to the public: Not applicable.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box. ¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer x |
Accelerated
filer ¨ |
Non-accelerated
filer ¨ |
Smaller
reporting company ¨ |
|
Emerging
growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨ |
EXPLANATORY
NOTE
DEREGISTRATION
OF SECURITIES
This
post-effective amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (Registration No. 333-104502) (the “Registration Statement”) filed by Monmouth Real Estate Investment Corporation (the “Registrant”) with the Securities and Exchange Commission on April 14, 2003, registering 1,257,253 shares of common stock, par value $.01 per
share, of the Registrant.
On February 25,
2022, pursuant to the terms of the Agreement and Plan of Merger, dated as of November 5, 2021 and as amended on February 7,
2022, by and among the Registrant, Industrial Logistics Properties Trust (“ILPT”), and Maple Delaware Sub LLC, a wholly
owned subsidiary of ILPT (“Merger Sub”), the Registrant was merged with and into Merger Sub (the “Merger”), with
Merger Sub surviving the Merger as a wholly owned subsidiary of ILPT. As a result of the Merger, the Registrant has terminated all offerings
of the Registrant’s securities pursuant to existing registration statements under the Securities Act of 1933, as amended, including
the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration,
by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination
of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but not sold or
otherwise issued under the Registration Statement, if any, as of the date hereof. The Registration Statement is hereby amended, as appropriate,
to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on March 3, 2022.
|
Mountain Industrial REIT LLC, as successor by merger to Monmouth Real Estate Investment Corporation |
|
By: |
/s/ Jennifer B. Clark |
| Name: | Jennifer B. Clark |
| Title: | Secretary |
No other person is
required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 under the Securities Act of
1933, as amended.
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